SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[ x ] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 000-32409
UNITED MORTGAGE TRUST
(Exact Name of Registrant as Specified in its
Governing Instruments)
(a Maryland trust) (IRS Employer Identification
Number 75-6496585)
5740 Prospect Avenue
Suite 1000
Dallas, Texas 75206
(214) 237-9305
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
5,630,316
Number of shares of Registrant?s shares of beneficial interest
outstanding as of June 30, 2003.
(i)
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TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
Unaudited Statements of Income
Unaudited Statements of Cash Flows
Notes to Financial Statements
Item 2. Management?s Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Debentures
Item 4. Submission of Matter to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBITS
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PART I -- FINANCIAL INFORMATION
UNITED MORTGAGE TRUST
BALANCE SHEETS
June 30, December 31,
2003 2002
-----------------------------
(unaudited) (audited)
ASSETS
Cash $ 1,611,112 $ 646,570
Investment in residential mortgages
and contracts for deed 36,974,779 38,975,771
Interim mortgages 63,587,764 49,136,321
Accrued interest receivable 2,453,107 1,917,088
Receivable from affiliate 57,706 109,594
Equipment, less accumulated depreciation
of $4,352 and $3,336, respectively 21,505 22,520
Other assets 246,325 284,027
------------ -----------
Total Assets $104,952,298 $91,091,891
------------ -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Line-of-credit $ 2,550,000 $ 6,245,000
Dividend payable 865,000 806,423
Accounts payable & accrued
liabilities 69,660 550,880
----------- ----------
Total Liabilities $ 3,484,660 $ 7,602,303
----------- ----------
Commitments and contingencies
Shares of beneficial interest
redeemable, 1,078,309 shares
issued and outstanding 21,566,181 21,566,181
Shareholders' equity:
Shares of beneficial interest; $.01 par
Value; 100,000,000 shares authorized;
4,728,423 and 3,897,229 shares
issued and 4,552,007 and 3,778,180
outstanding, respectively 47,284 38,972
Additional paid-in capital 84,446,096 65,354,916
Advisor?s reimbursement 397,588 397,588
Cumulative distributions in excess
of earnings (1,487,596) (1,535,323)
Retained earnings -- --
----------- ----------
83,403,372 64,256,153
Less treasury stock, 176,416 and
shares 119,049 in 2003 and 2002,
at cost (3,501,915) (2,332,746)
----------- ----------
Total Shareholders' Equity $ 79,901,457 $61,923,407
----------- ----------
Total Liabilities and
Shareholders? Equity $104,952,298 $91,091,891
----------- ----------
<FN>
See accompanying notes.
</FN>
</Table>
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UNITED MORTGAGE TRUST
STATEMENTS OF INCOME
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
---------------------- ----------------------
(unaudited) (unaudited)
Revenues:
Interest income $2,949,163 $1,997,755 $5,725,549 $3,678,925
Losses on sales
of foreclosed properties (64,470) (1,842) (125,516) (1,034)
---------- ---------- ---------- ----------
2,884,693 1,995,913 5,600,033 3,677,891
---------- ---------- ---------- ----------
Expense:
General and administrative 75,102 31,649 200,042 85,251
Interest expense 37,666 2,844 140,641 17,989
Loan servicing fee 36,900 50,791 76,170 97,319
Management fee 175,111 100,491 338,030 183,854
---------- ---------- ---------- ----------
324,779 185,775 754,883 384,413
---------- ---------- ---------- ----------
Net income $2,559,914 $1,810,138 $4,845,150 $3,293,478
========== ========== ========== ==========
Net income per share
of beneficial interest $0.46 $0.47 $0.93 $0.90
========== ========== ========== ==========
Weighted average
shares outstanding 5,510,048 3,865,715 5,215,725 3,659,755
========== ========== ========== ==========
<FN>
See accompanying notes.
</FN>
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UNITED MORTGAGE TRUST
STATEMENTS OF CASH FLOWS
(unaudited)
For the Six Months Ended
June 30,
2003 2002
------------------------
Cash flows from operating activities:
Net income $ 4,845,150 $ 3,293,478
Adjustments to reconcile net income
to net cash provided by operating
activities:
Losses on sales of foreclosed property 125,516 1,034
Depreciation and amortization 1,015 (8,440)
Net amortization of discount on
mortgage investments (51,712) (7,774)
Changes in assets and liabilities:
Accrued interest receivable (536,019) (331,081)
Other assets 37,702 6,726
Accounts payable and accrued
liabilities (481,220) (132,667)
Net cash provided by operating ----------- ----------
activities: 3,940,432 2,821,276
----------- ----------
Cash flows from investing activities:
Investment in residential mortgages
and contracts for deed (1,054,844) (2,375,175)
Principal receipts on residential
mortgages and contracts for deed 2,982,033 1,700,010
Investment in interim mortgages (43,385,607) (24,059,669)
Principal receipts on interim mortgages 28,934,164 12,320,861
Net cash used in investing ----------- -----------
activities: (12,524,254) (12,413,973)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of shares of
beneficial interest 19,099,492 13,785,042
Purchases of treasury stock (1,169,169) (550,040)
Net borrowings (payments) on Line-
of-credit (3,695,000) 490,000
Receivable from affiliate 51,888 (13,696)
Dividends (4,738,847) (3,536,582)
Net cash provided by financing ----------- -----------
activities: 9,548,364 10,174,724
----------- -----------
Net increase in cash 964,542 582,027
Cash at beginning of period 646,570 33,569
----------- -----------
Cash at end of period $ 1,611,112 $ 615,596
----------- -----------
Interest paid $ 102,641 $ 17,989
----------- -----------
<FN>
See accompanying notes.
</FN>
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UNITED MORTGAGE TRUST
Notes to Financial Statements
June 30, 2003
1. Description of Business
The Company
United Mortgage Trust (the ?Company?) is a Maryland real estate
investment trust which qualifies as a real estate investment trust (a
?REIT?) under federal income tax laws. The Advisor to the Company is
UMT Advisors, Inc., (the ?Advisor?) a Texas corporation. The Company
invests exclusively in first lien, fixed rate mortgages secured by
single-family residential property throughout the United States. Such
loans are originated by others to the Company?s specifications or to
specifications approved by the Company. Most, if not all, of such
loans are not insured or guaranteed by a federally owned or guaranteed
mortgage agency.
The Company is offering up to 5,000,000 shares of beneficial interest
at $20 per share on a "best efforts" basis. In addition, the Company
is offering up to 750,000 Shares to investors who want to participate
in its Reinvestment Plan.
The Company was required to file a post-effective amendment to the
registration statement by April 30, 2002 to include updated financial
information and did not do so until November 4, 2002. As a result, the
Company faces a contingent liability for rescission in the approximate
amount of $22 million plus interest (the amount of which will be
subject to the laws of the state in which the purchaser resides) and
less the dividends paid to those persons who purchased shares between
May 1, 2002 and October 31, 2002 when the Company stopped selling
shares. During that period approximately 1,118,000 shares were sold for
gross offering proceeds of approximately $22 million. In August, the
Company has filed a Form S-11 with the Securities and Exchange
Commission and when effective will make the rescission offer.
2. Basis of Presentation
The accompanying unaudited financial statements were prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the
instructions to Form 10-Q of Regulation S-X. They do not include all
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements. However, except as disclosed herein, there has been no
material change in information disclosed in the notes to the financial
statements for the year ended December 31, 2002 included in the
Company?s 10-KSB filed with the Securities and Exchange Commission. The
interim unaudited financial statements should be read in conjunction
with those financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation, consisting
solely of normal recurring adjustments, were made. Operating results
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for the three and six months ended June 30, 2003 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 2003.
3. Line-of-Credit
The Company had a twelve-month credit facility with a maximum
borrowing limit of $10,000,000, which expired on July 10, 2003. The
line-of-credit was extended for twelve months on July 11, 2003 with
an interest rate of 4.5%. It is collateralized with the assignment
of certain Residential Mortgages and Contracts for Deed. Interest
on the outstanding balance was 4.75% at June 30, 2003.
4. Related Party Transactions
The Company has an Advisory Agreement with its Advisor, UMT Advisors,
Inc. (?UMTA?) to manage the day-to-day operations of the Company and
generally, the day-to-day expenses associated with running the Company
are born by UMTA. The Company was charged a Trust Management Fee,
calculated monthly, that was $175,111 and $100,491 for the three month
periods, and $338,030 and $183,854 for the six month periods ended June
30, 2003 and 2002, respectively. The fee was calculated as 1/12th of
1/2 of 1% of the first $50,000,000 of income producing assets and
1/12th of 1% of income producing assets in excess of $50,000,000.
Under the terms of the Advisory Agreement the Company paid Acquisition
Fees to the Advisor for providing services related to identifying and
purchasing loans. The fee was calculated as 3% of Net Proceeds (Gross
Proceeds less selling commissions and wholesaling and marketing
allocations). Fees paid during the three month periods were $303,551
and $207,159, respectively, and $507,776 and $405,990 for the six month
periods ended June 30, 2003 and 2002, respectively.
The Company has a Mortgage Servicing Agreement with Prospect Service
Corp. (formerly South Central Mortgage, Inc.) (?PSC?), an affiliate,
incurring service fees of $36,900 and $50,791 for the three month
periods, respectively, and $76,170 and $97,319 for the six month
periods ended June 30, 2003 and 2002, respectively.
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ITEM 2. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following section contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E of
the Exchange Act and should be read in conjunction with our Financial
Statements and related notes appearing in this Form 10-Q. Such forward-
looking statements may be identified by the words ?anticipate,?
?believe,? ?estimate,? ?expect? or ?intend? and similar expressions.
Forward looking statements are likely to address such matters as our
business strategy, future operating results, future sources of
funding for mortgage loans brokered by us, future economic
conditions and pending litigation involving us each of which are
discussed herein under the caption ?Factors that may Affect Future
Results.?
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE
30, 2003 AND 2002
We were formed on July 12, 1996, however our business operations
commenced in March 1997 when the Securities and Exchange Commission
issued an order of registration for our initial public offering of
Shares. A post-effective amendment to our registration was effective
with the Securities and Exchange Commission order dated August 8,
2003. For more information please refer to the prospectus dated August
8, 2003, which is also available on our website
www.unitedmortgagetrust.com.
On June 30, 2003, we received a closing agreement from the
Internal Revenue Service wherein they confirmed our status as a REIT
and levied no taxes or penalties. We requested a closing agreement
because our 2001 federal tax return characterized certain amounts that,
if given effect, would mean that we did not meet one of the
requirements for classification as a REIT.
<Table>
<Caption>
LOANS PURCHASED during the three months and six months ended
June 30, 2003 and 2002
- ------------------------------------------------------------------------------
Three months Six months
Loan Category 2003 2002 2003 2002
- ------------------------- ---------------------- ------------------------
Residential Mortgages 4 14 12 44
Unpaid principal balance $190,000 $518,000 $569,000 $2,214,000
Contracts for Deed 6 0 7 3
Unpaid principal balance $230,000 $0 $286,000 $160,000
Interim Mortgages
Net increase in principal $8,693,000 $7,780,000 $14,451,000 $11,744,000
- ------------------------------------------------------------------------------
</Table>
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During the three months and six months ended June 30, 2003 we
purchased a modest number of Residential Mortgages and Contracts for
deed and we had a significant number of them prepay for a net decrease
in the number of Residential Mortgages and Contracts for Deed. Our
largest growth area was Interim Mortgages, the majority of which came
from affiliated parties. This compares to a modest increase in the
2002 quarter of 14 Residential Mortgages with an aggregate UPB of
$518,000 and 44 Residential Mortgages and 3 Contracts for Deed with an
aggregate UPB $2,375,000 during the six months of 2002.
As of June 30, 2003 our mortgage portfolio in the aggregate
consisted of 562 Residential Mortgages, 189 Contracts for Deed and 990
Interim Mortgages. As of the dates of purchase, the portfolio had an
unpaid principal balance of $98,177,000, and was purchased for a
discounted price of $97,461,000 (99.27% of the unpaid principal
balance). The average loan in the portfolio had a blended interest
rate of 12.98%, a current annual yield of 13.07%, an investment-to-
value ratio of 73.36%, an unpaid principal balance of $56,000, and a
term remaining of 291 months for Residential Mortgages and Contracts
for Deed and less than 12 months for Interim Mortgages.
As of June 30, 2002 our mortgage portfolio in the aggregate
consisted of 617 Residential Mortgages, 250 Contracts for Deed and 582
Interim Mortgages. As of the dates of purchase, the portfolio had an
unpaid principal balance of $69,355,000, and was purchased for a
discounted price of $68,522,000 (98.80% of the unpaid principal
balance). The portfolio had a blended interest rate of 12.46%, a
current annual yield of 12.61%, an investment-to-value ratio of 71.69%,
an average unpaid principal balance of $48,000, and an average term
remaining of 338 months for Residential Mortgages and Contracts for
Deed and less than 12 months for Interim Mortgages.
- ----------------------------------------------------------------
June 30,
Balances as of the purchase date 2003 2002
- ----------------------------------------------------------------
Residential Mortgages 562 617
Unpaid principal balance $26,820,000 $28,453,000
Contracts for Deed 189 250
Unpaid principal balance $8,770,000 $11,628,000
Interim Mortgages 990 582
Unpaid principal balance $63,588,000 $29,274,000
- ----------------------------------------------------------------
All of the properties that were security for the Residential
Mortgages, Contracts for Deed and Interim Mortgages were located in
the United States. Each of the properties was adequately covered by a
mortgagee?s title insurance policy and hazard insurance.
During the three month periods ended June 30, 2003 and 2002 our
investments generated approximately $2,949,000 and $1,998,000 of
interest income, a 48% increase, and during the six-month periods they
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generated approximately $5,726,000 and $3,679,000 of interest income,
a 56% increase. The rise was attributed to mortgage investments
purchased between periods (5% fewer Residential Mortgages and
Contracts for Deed and 29% increase in Interim Mortgages since the
March 2003 quarter). We purchase Mortgage Investments using Net
Offering Proceeds derived from the sale of our Shares, loan principal
returned when loans pay off and with our credit facility.
Our portfolio mix continued to change during the current period.
The blended interest rate on the Interim Mortgage portion of our
portfolio at June 30, 2003 and 2002 was 13.61% and 13.29%,
respectively, compared to 11.81% and 11.85%, respectively, for
Residential Mortgages and Contracts for Deed.
The following table illustrates percentage of our portfolio
dedicated to each loan category at the end of each period.
- ----------------------------------------------------------------
June 30,
Loan Category 2003 2002
- --------------------- --------------------------------
Residential Mortgages 27% 41%
Contracts for Deed 9% 17%
Interim Mortgages 64% 42%
- ----------------------------------------------------------------
Operating expenses for the three-month periods were approximately
$325,000 and $186,000, respectively, a 75% increase, and $755,000 and
$384,000 for the six month periods, respectively, a 96% increase.
Management fees increased 74% and 84%, in the three and six month
periods, respectively. Fees increase as the size of the portfolio
increases. Interest expense also increased between three month and six
month periods because of a greater reliance on our credit facility. We
use our line of credit to pre-purchase loans and then pay it down as
we receive proceeds from the sale of our shares. General and
administrative expenses increased during both comparable periods due
to legal fees relating to the closing agreement with the IRS and
expenses related to foreclosures. Operating expenses as a percentage
of revenue was 9.95% and 9.17%, respectively, for the 2003 and 2002
three-month periods, and 10.97% and 9.96%, respectively, for the
comparable six-month periods. Operating expenses as a percentage of
average invested assets was 0.30% and 0.29%, respectively, for the
2003 and 2002 three-month periods, and 0.65% and 0.57%, respectively,
for the comparable six-month periods.
We took loan losses during the 2003 quarter of approximately
$64,000 compared to $2,000 in the 2002 quarter. Loan losses during the
comparable six-month periods were $126,000 and $1,000, respectively.
The losses were in the Residential Mortgage and Contracts for Deed
categories as we liquidated foreclosed properties in serious
disrepair.
Net income was approximately $2,560,000 and $1,810,000, a 41%
increase, for the three months ended June 30, 2003 and 2002,
respectively. Earnings per weighted average share were $0.46 and
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$0.47, respectively. Net income was approximately $4,845,000 and
$3,293,000, a 47% increase, for the six months ended June 30, 2003 and
2002, respectively. Earnings per weighted average share were $0.93 and
$0.90, respectively.
Our default rate as of June 30, 2003 was 3.98% compared to 4.68%
at the end of the 2002 quarter. Recoursed defaulted loans were 0.73%
and 1.67%, respectively. During the 2003 quarter, 30 defaulted loans
were sold compared to 15 during the 2002 quarter. During the six-month
periods we sold 58 and 17 REO (real estate owned through foreclosure)
properties, respectively. A slow down in sales of defaulted loans
began during the summer of 2001 and continued through 2002; that slow
down has in part ended as we sold defaulted properties at a discount,
accounting for the loan losses we experienced in the current quarter
and six-month period.
Distributions to shareholders per share of beneficial interest
during the comparable periods were $0.1533 and $0.1667 per share per
month. In 2002 after restatement of our income statement, dividends
were in excess of earnings which resulted in a return of capital.
CAPITAL RESOURCES AND LIQUIDITY FOR THE THREE MONTHS AND SIX MONTHS
ENDED June 30, 2003 AND 2002
We utilize funds made available from the sale of our shares,
funds made available on our bank line of credit and repayment of
principal on our loans to purchase Mortgage Investments.
- --------------------------------------------------------------------
Three months ended June 30,
2003 2002
----------------------------
Shares issued 677,000 405,000
Number of new shareholders 308 172
Gross offering proceeds $13,545,000 $ 8,108,000
Share repurchases $(1,101,000) $ (300,000)
Net offering proceeds (after deduction
of selling commissions and fees) $11,889,000 $ 7,115,000
Principal receipts from Residential
Mortgages and Contracts for Deed $ 1,302,000 $ 1,162,000
Principal receipts from
Interim Mortgages $15,154,000 $ 6,651,000
Net borrowings (payments on)
line-of-credit $(2,450,000) $ 1,300,000
- ---------------------------------------------------------------------
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Six months ended June 30,
2003 2002
----------------------------
Shares issued 1,090,000 791,000
Number of new shareholders 645 325
Gross offering proceeds $21,805,000 $15,829,000
Share repurchases $(1,169,000) $ (550,000)
Net offering proceeds (after deduction
of selling commissions and fees) $19,099,000 $13,785,000
Principal receipts from Residential
Mortgages and Contracts for Deed $ 2,982,000 $ 1,700,000
Principal receipts from
Interim Mortgages $28,934,000 $12,321,000
Net borrowings (payments on)
line-of-credit $(3,695,000) $ 490,000
- ---------------------------------------------------------------------
On June 4, 2001 the Securities and Exchange Commission issued its
order of effectiveness for the sale of an additional 5,750,000 shares
of beneficial interest over and above the original registration of
2,500,000 shares. Of the new shares offered for sale, 750,000 were set
aside for the Dividend Reinvestment Plan. On August 8, 2003 our post-
effective amendment became effective.
We were required to file a post-effective amendment to the
registration statement by April 30, 2002 to include updated financial
information and did not do so until November 4, 2002. As a result, we
face a contingent liability for rescission in the approximate amount of
$22 million plus interest (the amount of which will be subject to the
laws of the state in which the purchaser resides) and less the
dividends paid to those persons who purchased our Shares between May 1,
2002 and October 31, 2002 when we stopped selling Shares. During that
period we sold approximately 1,118,000 Shares for gross offering
proceeds of approximately $22 million. We filed a Form S-11 with the
Securities and Exchange Commission in August and when effective we will
make a rescission offer.
As of June 30, 2003, we had issued an aggregate of 6,065,764
shares of beneficial interest and repurchased into treasury, through
our Share Repurchase Plan, 176,416 shares. Total shares outstanding
were 5,630,316. Gross Offering proceeds were $121,000,000 and net
proceeds, after share repurchase of $3,502,000, were $103,500,000. By
comparison at the end of the 2002-quarter we had issued 4,121,351
shares and repurchased 66,644 shares and shares outstanding of
4,054,707. Gross Offering Proceeds at June 30, 2002 were $82,175,000
with Net Offering Proceeds to us of $72,173,000.
With Trustee approval and effective July 11, 2003 we extended
our credit facility with the same lender to $10,000,000. The term of
the agreement is 12 months. The line-of-credit was collateralized
with the assignment of certain Residential Mortgages. Interest was
calculated at the bank?s prime rate plus 4.50%. We utilized the
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credit facility to acquire and warehouse Mortgage Investments as
they become available. The outstanding balance of the line-of-credit
was reduced as new offering proceeds were received. The outstanding
line-of-credit balance at June 30, 2003 was $2,550,000 and
$1,300,000 at 2002-quarter?s end.
On June 12, 2003, with Trustee approval, we entered into a
letter of intent with Bayview Financial Trading Group, L.P.,
(?Bayview?) that contemplates the sale of a 75% interest in
approximately 60% of our long-term Residential Mortgages and
Contracts for Deed (the ?Loan Pool?). We will transfer the Loan Pool
to a Special Purpose Entity (?SPE?) and a Senior Security
Certificate equaling 75% of the Loan Pool with a 9.25% coupon will
be issued to Bayview and we will receive a Subordinate Security
Certificate equal to 25% of the Loan Pool with an 11.66% coupon and
earn approximately 2.41% on the Senior Security. We will receive
cash equal to 75% of the unpaid principal balance of the loans
transferred. We believe that the transaction will increase the yield
of our remaining long-term portfolio interests and allow us to
reallocate cash from these investments to interim Mortgages with
average yields at or above 13.66%. The completion of the transaction
is dependent on a successful due diligence review by Bayview.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
No change.
Item 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
The President, who is also a Trustee, has conducted an evaluation of
the effectiveness of our disclosure controls and procedures pursuant
to Rule 13a-14 under the Securities Exchange Act of 1934 as of a date
(the ?Evaluation Date?) within 90 days prior to the filing date of
this report. Based upon that evaluation, the President/Trustee
concluded that, as of the Evaluation Date, our disclosure controls and
procedures were effective in ensuring that all material information
relating the Company required to be filed in this quarterly report has
been made known to her in a timely manner.
(b) Changes in internal controls.
There have been no significant changes made in our internal controls
or in other factors that could significantly affect internal controls
subsequent to the Evaluation Date.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
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Item 2. Changes in Securities and Use of Proceeds.
We are offering up to 5,000,000 shares of beneficial interest at
$20 per share on a "best efforts" basis. In addition, we are offering
up to 750,000 Shares to investors who want to participate in our
Reinvestment Plan. We use net proceeds from the sale of our shares to
purchase first lien, fixed rate mortgages secured by single-family
residential property throughout the United States.
The following table sets forth information relating to shares of
beneficial interest issued and the use of proceeds of the offering during
the quarter ended June 30, 2003.
Shares issued 677,000
Number of new shareholders 308
Gross offering proceeds $13,473,000
Loans purchased $(9,113,000)
Credit line paid down $(2,450,000)
We were required to file a post-effective amendment to the
registration statement by April 30, 2002 to include updated financial
information and did not do so until November 4, 2002. As a result, we
face a contingent liability for rescission in the approximate amount of
$22 million plus interest (the amount of which will be subject to the
laws of the state in which the purchaser resides) and less the
dividends paid to those persons who purchased our Shares between May 1,
2002 and October 31, 2002 when we stopped selling Shares. During that
period we sold approximately 1,118,000 Shares for gross offering
proceeds of approximately $22 million. We filed a Form S-11 with the
Securities and Exchange Commission in August and when effective we will
make a rescission offer.
None.
Item 3. Defaults Upon Senior Debentures.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
On June 30, 2003, we received a closing agreement from the
Internal Revenue Service wherein they confirmed our status as a REIT
and levied no taxes or penalties. We requested a closing agreement
because our 2001 federal tax return characterized certain amounts that,
if given effect, would mean that we did not meet one of the
requirements for classification as a REIT.
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Item 6. Exhibits and Reports on Form 8-K.
No reports on Form 8-K have been filed during the quarter.
Exhibit 31.1 Certification of Principal Executive Officer required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, there under duly authorized.
UNITED MORTGAGE TRUST
(Registrant)
Date: August 14, 2003 /S/Christine A. Griffin
Christine A. Griffin
President
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Exhibit 31.1 ? Certification of Principal Executive Officer required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
I, Christine A. Griffin, certify as Chief Executive Officer and Chief
Financial Officer that:
1. I have reviewed this quarterly report on Form 10-Q of United
Mortgage Trust;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made not misleading, in light of the
circumstances under which such statements were made, with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. I, as United Mortgage Trust?s (?UMT?) certifying officer, am
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for UMT
and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to UMT is made known to us during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of UMT?s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the ?Evalauation Date?);
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I, UMT?s certifying officer, have disclosed, based on our most
recent evaluation, to UMT?s auditors and our audit committee of our
Board of Trustees (or persons performing the equivalent functions):
a. that there are no significant deficiencies in the design or
operation of internal controls which could adversely affect UMT?s
ability to record, process, summarize and report financial data and
have identified for UMT?s auditors any material weakness in internal
controls; and
b. that there is no fraud, whether or not material, that involves
management or other employees who have a significant role in UMT?s
internal controls; and
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6. I, UMT?s certifying officer, have indicated in this quarterly report
that there were no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weakness.
August 14, 2003
/s/ Christine A Griffin
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Christine A Griffin
Chief Executive Officer
Chief Financial Officer
Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C., Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
I, Christine A. Griffin, certify as Chief Executive Officer and Chief
Financial Officer that:
(1) The Company?s Quarterly Report on Form 10Q for the quarter ended
June 30, 2003, as filed with the Securities and Exchange Commission on
the date hereof (the ?Report?), fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.
August 14, 2003
/s/ Christine A Griffin
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Christine A Griffin
Chief Executive Officer
Chief Financial Officer
This certification accompanies this Report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not be deemed files by the
Company for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to liability under that section.
This certification shall not be deemed incorporated by reference in any
filing under the Securities Act or Exchange Act, except to the extent
that the Company specifically incorporates it by reference.
A signed original of this written statement required by Section 906, or
other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form with the electronic version of
this written statement required by Section 906, has been provided to
the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
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